This Publisher Agreement (“Agreement”) governs your engagement with Start.io Inc. or other entity in Start.io Group (“Start.io,” “we” “our”), for using Start.io Solution, and is a legally binding and enforceable agreement between you (“Publisher” or “you”) and Start.io
This Agreement may be changed from time to time. Substantial changes will take effect 30 days after an initial notification is posting at: https://www.start.io/policy/publisher-terms/. Other changes will take effect 7 days after their initial posting. However, if this Agreement is amended to comply with legal requirements, the amendments will become effective immediately upon their initial posting, or as required. The most up-to-date Agreement is accessible at the following link: https://www.start.io/policy/publisher-terms/. Notwithstanding the foregoing, your continued use of Start.io Solution or the Services will be deemed acceptance to amended or updated terms. Start.io recommends that you print out or save a local copy of this Agreement for your records together.
All capitalized terms that are defined in Appendix A to this Agreement, will have the same meaning when used in this Agreement.
- Scope of Service
- Subject to the terms and conditions of this Agreement, you may access, download, implement, integrate and use: (i) Start.io SDK, currently made available at: https://portal.Start.io.com within Publisher App(s); (ii) Advertisement(s) licensed and provided to Start.io by its various third-party partners (“Advertiser(s)”); (iii) ad-network server enabling the display of Advertisement(s); and (iv) the Account enabling you to access Start.io Solution dashboard and view, monitor and obtain information regarding the End Users’ actions, payment information, statistical information regarding the usage of the App by end users, etc. (collectively the “Service”).
- We may, at our sole discretion: (a) determine the scope of the Services provided to the Publisher or otherwise, the features, settings or other tools which are available to the Publisher as part of the Service; (b) modify, correct, amend, update (including automatically updating the SDK version), enhance, improve, remove, replace or make any other changes to, or discontinue, temporarily or permanently, the Service (or any other part of Start.io Solution); or (c) cease the operation of the Service or any part thereof, temporarily or permanently without liability to the Publisher.
- License Grant
Subject to the terms and conditions of this Agreement:
- Start.io grants Publisher with a revocable, limited, non-exclusive, non-transferable non-assignable and non-sub licensable license, during the term of this Agreement, to: (i) download access and use Start.io SDK within Publisher App; and (ii) use the Services for the purpose of placement of Advertisement(s) on Publisher App (together: “Publisher License”).
- Third Party Service and Advertisement
- As part of the Service, Start.io shall enable the promotion of Advertisers’ goods and service by placing Advertisement on Publisher Inventory (“Third-Party Services”). The frequency, timing and category in which the end user is presented with the Advertisement shall be subject to the Publisher’s request (i.e., the Publisher may choose the type of Ad Unites, frequency and timing via the Account or the applicable account manager designated to it by Start.io).
- Publisher’s use of the Advertisement and the Third-Party Services, inducing the any exchange of data between the Publisher and the Advertiser, is solely between the Publisher and applicable Advertiser. When using the Service and placing the Ads, Publisher grants access to the App or other Publisher Inventory and collection of data from end users as needed for the purpose of placing the Ads. Some Third-Party Services may also contain cookies or other tracking mechanisms. Start.io has no control over and is not responsible for any Third-Party Service. Publisher assumes all responsibility and risk of use of any Third-Party Services and it hereby disclaim any and all liability to the Publisher or any third party related thereto.
- Payment and Reports
- It is clarified that the payments will be based on actual performance of non-incentivized, compliant Ads and end user’s valid actions and interactions with the Third-Party Services. Start.io’s Reports, books and records shall constitute final evidence regarding actions, downloads, clicks and impressions by end user and Start.io reserves the right to withhold payment or charge back Publisher’s for any revenue generated from fraudulent activity or invalid activity, as determined by Start.io in its discretion, during any applicable pay period.
- Publisher shall bear any and all taxes in connection with any payments made to Publisher pursuant to this Agreement. In the event that pursuant to any law or regulation, tax is required to be withheld at source from any payment made to Publisher, Start.io shall withhold said tax at the rate set forth in the certificate issued by the appropriate taxing authority and provided to Start.io by Publisher, or in the absence of such certificate, at the rate determined by said law or regulation.
- Publisher Undertakings
Publisher acknowledges, undertakes and agrees to the following:
- End User Data Collection and Disclosures
- Publisher undertakes that immediately upon implementing the Service and prior to its launch or End Users’ use of the Service:
- in those jurisdictions where affirmative consent is a condition for collection and/or process of personal information, Publisher will obtain end users consent to the following text (which may be updated by Start.io at anytime by written notice to Publisher), and make it best efforts to obtain such consent:
“This App uses Start.io Services. Start.io Services will provide you with a personalized advertising experience based on your profile, location and apps, throughout Start.io Network, which includes Start.io Data Partners.
The text will be accompanied with an “Agree” button, which when clicked will be referred as grant of consent for Start.io to collect, process, use and share of end user data, for the purpose of personalized advertising, and a “Disagree” button, which when clicked will be referred as a refusal to grant such consent (“no consent”). The text and its buttons’ design will be determined by Start.io.
- In all jurisdictions, other than those which are subject to subsection (b) above, Publisher will add the following text (which may be updated by Start.io at any time by written notice to Publisher), to its data collection and/or privacy disclosures:
“This App uses Start.io Services. Start.io Services will provide you with a personalized advertising experience based on your profile, location and apps, throughout Start.io Network, which includes Start.io Data Partners.
- equal services and price even if they exercise the above rights or any other rights under any applicable laws; and (iii) truly and immediately (within 48 hours) report to Start.io, by using dedicated API provided by Start.io or otherwise users’ choices or requests in regard of the above rights.
- https://ec.europa.eu/info/law/law-topic/data-protection/data-transfers-outside-eu/modelcontracts-transfer-personal-data-third-countries_en (as amended or updated from time to time) ("Standard Contractual Clauses") shall be incorporated by reference and form an integral part of this Agreement.
- Intellectual Property Rights
- Start.io Solution and any part thereof is Start.io’s sole and absolute proprietary and is protected by copyright, trademark and other intellectual property laws and treaties. All rights related to Start.io Solution are owned solely by Start.io or its licensors and this Agreement does not convey any title or ownership rights to Publisher. Except as provided herein, and subject to Publisher License, Start.io retains all right, title and interest in and to Start.io Solution and related technology, features, marks, logos and content, including without limitation any derivatives, improvements and modifications thereto, and all intellectual property rights therein. Publisher shall abide by all copyright notices, information, and restrictions contained in any content accessed in connection with Start.io Solution and the Services.
- Publisher Inventory and any part thereof is Publisher’s sole and absolute proprietary and is protected by copyright, trademark and other intellectual property laws and treaties. All rights related to Publisher Inventory are owned solely by Publisher or its licensors and this Agreement does not convey any title or ownership rights to Start.io. Except as provided herein, and subject to Start.io License, Publisher retains all right, title and interest in and to Publisher Inventory and related technology, features, marks, logos and content, including without limitation any derivatives, improvements and modifications thereto, and all intellectual property rights therein.
- Representations and Warranties
Each party represents and warrants that: (a) the Agreement constitutes a valid and legally binding obligation of it, enforceable against it in accordance with its terms; (b) it has all requisite corporate power and authority to execute, deliver, and perform its obligations under the Agreement; and (c) the execution of the Agreement or the performance by it of its obligations under the Agreement do not and will not violate any other obligation or agreement, law or regulation by which it is bound or to which it is subject. Start.io represents and warrants that during the term, the Service is and will be wholly owned or validly and legally licensed by it and it does not infringe or violate any rights of any person or entity.
During the term of this Agreement and for a period of one (1) year thereafter, each Party (“Receiving Party”) agrees that it will not disclose or use any Confidential Information of the other Party (“Disclosing Party”) without the Disclosing Party's prior written consent. The Receiving Party agrees that it will take reasonable steps, at least substantially equivalent to the steps it takes to protect its own Confidential Information to prevent the disclosure of the Disclosing Party’s Confidential Information other than to its employees, affiliates, subsidiaries or other agents who must have access to such Confidential Information for Receiving Party to perform its obligations or exercise its rights hereunder, who will each agree to comply with this section.
- No Warranty
- Start.io Solution is provided by Start.io “AS-IS”. Except as expressly provided in this Agreement and to the fullest extent allowable by law, Start.io makes no other warranty of any kind, whether express, implied, statutory or otherwise, including, without limitation, warranties of compatibility, availability, fitness for a particular use or non-infringement, or those arising in the course of or connected to the performance hereunder, and disclaims such warranties. In addition, Start.io does not represent or warrant that: (i) Start.io Solution, or any of its products, services or software will be error free or that any errors will be corrected; (ii) the operation of Start.io Solution or any of its products, services or software will be uninterrupted or unbreachable; (iii) Publisher will profit or derive any economic benefit from usage of Start.io Solution; or (iv) any specific content, service or feature will be made available through the Service.
- Start.io has no obligation to provide support, maintenance, updates, upgrades, modifications, or new releases of Start.io Solution, including the SDK or any parts thereof.
- Start.io uses industry standards of data security measures, however Start.io does not and cannot guarantee that storage of any data pertaining to Publisher or End Users will be secured at all times, and Start.io shall not be responsible for unauthorized access to or alteration to any data or information or to Publisher Inventory.
Publisher agrees to defend, indemnify and hold harmless Start.io Group, from and against any and all claims, damages, losses, costs and expenses (including but not limited to reasonable attorney’s fees) (each, “Claims”) brought or made by any person against Start.io Group arising from: (i) Publisher’s use of the Service and any part thereof in any manner inconsistent with or in breach of this Agreement; (ii) Publisher or the applicable Inventory violates any third-party’s right, privacy or Intellectual Property rights; and (iii) Publisher’s negligence or willful misconduct.
Start.io will notify Publisher in writing in regard of a Claim, tendering the control of the defense and settlement to Publisher (at the Publisher’s expense and with its choice of counsel), and cooperating reasonably with the Publisher in defending or settling such Claim including by providing any necessary information or materials. Publisher will not enter into any settlement or compromise of any Claim, which settlement or compromise would result in any direct or indirect liability to Start.io without Start.io’s prior consent, which will not be unreasonably withheld, including in any of the following events: (a) a Claim relates to Start.io’s technology; (b) any relief other than monetary damages is sought against Start.io; or (c) there may be a conflict of interest between Publisher and Start.io. Start.io will have the right to participate in the settlement or defense of any Claim at its own expense
- Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WHATSOEVER SHALL NEITHER START.IO NOR PUBLISHER NOR THIER AFFILIATES, OR RESPECTIVE EMPLOYEES, OFFICERS, SHAREHOLDERS, AGENTS, LICENSORS OR REPRESENTATIVES, BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS OR REVENUE, INCLUDING BUT NOT LIMITED TO DAMAGES FOR THE USE OR INABILITY TO USE THE SERVICES, LOSS OF SALES, DATA, INFORMATION GOODWILL, BUSINESS INTERRUPTION, OR UNAUTHORIZED ACCESS TO INFORMATION, COMPUTER DAMAGE OR SYSTEM FAILURE, SOFTWARE OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BASED ON CONTRACT OR TORT (INCLUDING PRODUCTS LIABILITY, STRICT LIABILITY AND NEGLIGENCE), AND WHETHER OR NOT EITHER PARTY OR AN AFFILIATE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OTHER THAN FOR CLAIMS BROUGHT UNDER SECTION 12 (INDEMNIFICATION), TO THE FULLEST EXTENT POSSIBLE UNDER APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES BE LIABLE TO THE OTHER PARTY FOR AN AMOUNT EXCEEDS THE NET CONSIDERATIONS ACTUALLY PAID TO PUBLISHER BY START.IO IN CONNECTION WITH THIS AGREEMENT AND/OR ANY SERVICE PROVIDED BY START.IO TO PUBLISHER DURING ONE (1) YEAR PERIOD PRIOR TO THE DATE OF THE RELEVANT CLAIM. NO ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT AGAINST START.IO MORE THAN ONE (1) YEAR AFTER THE DATE OF THE APPLICABLE SERVICE.
- Term and Termination
- Term. This Agreement will commence on the date in which Publisher accepts these Terms or uses any part of the Service and will continue in perpetuity unless it is terminated as set forth herein.
- Termination. This Agreement may be terminated by either party, with or without a reason, by providing the other party with a 48 hours’ prior written notice. This Agreement shall automatically expire if Publisher removes Start.io SDK from Publisher App (provided however that, it is acknowledged and agreed that Start.io may continue providing the Services to End Users who do not update Publisher App version and continue to use Start.io SDK thereof).
Without derogating from the above, Start.io may immediately suspend, limit or terminate access to the Service and/or the Account, if Start.io determines, at its sole discretion, that Publisher has breached any term of this Agreement, in addition to any other remedies that may be available to Start.io under any applicable law.
Additionally, Start.io may at any time, at its sole discretion, cease the operation of the Service or any part thereof, temporarily or permanently. Start.io does not assume any responsibility with respect to, or in connection with the termination of the Service operation and loss of any data.
- . If Publisher Account is not active (i.e.: (a) has not been accessed or used by Publisher; (b) no additional funds have been accrued in or added to the Account; and/or (c) its bank or payment details are invalid or reject Start.io standard payments efforts; each: “Non-Active”) for consecutive twelve (12) months or more, then Start.io may, upon its sole discretion (i) suspend or deactivate Publisher Account; and (ii) restrict or block Publisher’s further access to its Account (in such case Publisher will have to contact Start.io’s support at firstname.lastname@example.org in order to reactivate its Account). If Publisher Account is Non-Active for consecutive eighteen (18) months or more, then Start.io may, upon its sole discretion (i) permanently close or delete Publisher Account; and (ii) forfeit any funds accrued in the Account. Publisher’s right to receive any funds or payments in connection with this Agreement or its Account shall expire upon closing or deletion of its Account by Start.io pursuant to this Section 14.3, and Publisher hereby waives any right for action, suit or proceeding against Start.io after the date of closing or deletion of its Account pursuant to this Section 14.3.
- Effect of Termination. Upon expiration or termination of this Agreement, for any reason, and unless stated otherwise in this Agreement: (a) all rights and licenses granted herein shall be terminated immediately; (b) Publisher’s right to use the Service or any part thereof shall cease immediately; and (c) Publisher will cease distributing the SDK and remove it from Publisher App.
- Survival. The following Sections, provisions or undertakings, as well as all other provisions of this Agreement that, in order to fulfill the purposes of such provisions, need to survive the termination or expiration of this Agreement, shall survive any termination or expiration of this Agreement: Sections 7.4 (Survival); 8 (Intellectual Property); 10 (Confidentiality); 11 (No Warranty); 12 (Indemnification); 13 (Limitation of Liability); 14.3 (Automatic Suspension or Termination of Publisher Account); 14.4 (Effect of Termination); this Section 14.5 (Survival); and 15.3 (Dispute Resolution).
- Independent Contractors. The Parties are independent contractors under this Agreement. Nothing contained herein shall be deemed to create an employment, agency, joint venture or partnership relationship between the Parties or any other legal arrangement that would impose liability upon one Party for the act or failure to act of the other Party. Neither Party shall have any express or implied power to enter into any contracts or commitments or to incur any liabilities on behalf of, the other Party.
- Assignment. Neither Party will assign any of its rights or obligations under this Agreement to any person or entity, and any attempt to do so shall be deemed void or a material breach of this Agreement, other than (i) upon merger or acquisition of the assigning Party’s major assets or shares, provided that the assignee will assume all obligations of the assignor; or (ii) Start.io which may assign this Agreement within Start.io Group.
- Dispute Resolution. Each Party agrees to first contact the other Party and attempt to resolve any dispute informally. If the Parties are not able to resolve the dispute informally, and unless otherwise required by a mandatory law, the Parties agree that any claim, dispute or controversy arising out of or in connection with or relating to this Agreement will be governed by the Laws of the State of New York, United States, without regards to its conflict of laws principles, and shall be brought exclusively before the courts of Manhattan, New York.
It is further agreed that: (i) by entering into this Agreement, each of the Parties agree to waiving the right to a trial by jury or to participate in a class action; and (ii) all claims must be brought in the Parties’ individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding and the competent court may not consolidate more than one person’s claims.
- No Third-Party Beneficiary. This Agreement shall be binding on and inure to the benefit of each of the Parties and their respective successors and assignees. This Agreement or any other engagement between the Parties in regard of the Services are not made for the benefit of any third party who is not a party hereto, and only the Parties hereto or their respective successors and permitted assigns will acquire or have any benefit, right, remedy or claim under or by reason of this Agreement.
- Age Limit. To use Start.io Solution (including the Services), you must be over the age of thirteen (13). Start.io reserves the right to request proof of age at any stage so that we can verify that minors under the age of eighteen (18) are not using Start.io Solution. In the event that it comes to our knowledge that a person under the age of eighteen (18) is using Start.io Solution, we will prohibit and block such user from accessing or using Start.io Solution.
- Waiver. No waiver of any provision hereof or of any right or remedy hereunder shall be effective unless in writing and signed by the Party against whom such waiver is sought to be enforced. No delay in exercising, no course of dealing with respect to, or no partial exercise of any right or remedy hereunder shall constitute a waiver of any other right or remedy, or future exercise thereof.
- Entire Agreement.This Agreement sets forth the entire understanding between the Parties with respect to the subject matter herein, and supersedes all prior and contemporaneous, written agreements and discussions concerning the subject matter of this Agreement.
- Severability. In the event any clause of this Agreement is determined to be void or unenforceable by a court of competent jurisdiction, such clause shall be interpreted as necessary to give maximum force to the provisions thereof, and the validity and enforceability of the remainder of this Agreement shall not be affected.
- Force Majeure. Neither Party shall be liable hereunder for any failure or delay in the performance of its obligations hereunder due to any condition beyond its reasonable control.
- Contact us. If you have any questions or comments concerning this Agreement, you are welcome to send us an e-mail at: email@example.com or at: Start.io Inc. 584 Broadway St. 12th Floor Suite 1206 New York, NY, 10012.
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“Advertisement” or “Ad” means any sort of advertising materials, including text, images, video, ads, content, photo, sounds, graphics, music, logos and any other materials or content promoting the goods and services or mobile application, software, etc., supported or facilitated by the Services.
“App Content” means data, information, graphics, links, web pages, signs, images, software and code, files, texts, photos, audio or video, sounds, visual works, musical works, works of authorship, and components displayed or used within the App.
“CCPA” means California Consumer Privacy Act, Cal. Civ. Code Title 1.81.5, § 1798.100 – 1798.199.
“Confidential Information” means any proprietary, confidential and/or trade secret information of a Party, written or oral, whether or not marked or designated as confidential, whether furnished before or after the date of the Order and regardless of the manner in which it is furnished. Confidential Information may include, without limitation, information related to a Party and any of its parent, subsidiary and affiliated companies, services, data, marketing, operations, business and financial plans, policies, practices, strategies, surveys, analyses and forecasts, financial information, customer lists, Inventions (as defined below), know-how, techniques, processes, development, practices, computer readable media or other materials in whatever form, business relationships and any information which, given the totality of the circumstances, a reasonable person should have reason to believe is proprietary, confidential, or competitively sensitive. Confidential Information may be disclosed either in tangible or intangible form. Confidential Information shall not include information that (a) has become part of the public domain not as a result of a breach of any obligation owed by the receiving Party to the disclosing Party; (b) was in possession of the receiving Party prior to disclosure of the Confidential Information by the disclosing Party; (c) the receiving Party rightfully obtains from a third party who has the right to transfer or disclose it, without default or breach of its undertakings for confidentiality hereunder; (d) the receiving Party can demonstrate in its records to have independently developed, without breach of its undertakings for confidentiality hereunder and/or any use of the Confidential Information; or (e) is required to be disclosed by any applicable law or regulation or any order of a court of competent jurisdiction or governmental agencies. If a particular portion or aspect of the Confidential Information becomes subject to any of the foregoing exceptions, all other portions or aspects of such information shall remain subject to all of the provisions of the Order or these General Terms.
“End Users” means an individual, which downloads, visits or uses Publisher Inventory.
“Intellectual Property Rights” shall mean all worldwide (a) patents, patent applications and patent rights; (b) rights associated with works of authorship, including copyrights, copyrights applications, copyrights restrictions; (c) Moral Rights; (d) rights relating to the protection of trade secrets and confidential information; (e) design rights and industrial property rights; (f) rights relating to intangible property, including, without limitation: trademarks, service marks and applications therefore, trade names and packaging and all goodwill associated with the same; (g) divisions, continuation, renewals, reissues and extensions of the foregoing (as applicable) now existing or hereafter filed, issued, or acquired; (h) all rights to sue for any infringement of any of the foregoing rights and the right to all income, royalties, damages and payments with respect to any of the foregoing rights; and (i) rights similar to those set forth. “Moral Rights” means any right to claim authorship of a work, any right to object to any distortion or other modification of a work, and any similar right, existing under the law of any country in the world, or under any treaty.
“Mobile App(s)” means any customized software/mobile application which is developed and designed for displaying on mobile phone device.
“Publisher App” means mobile apps owned, developed by or licensed to Publisher.
“Publisher Inventory” means Mobile App(s) or mobile sites owned, developed by or licensed to the Publisher.
“Prohibited Content” means any content which: (a) includes or encourages conduct that may be considered a criminal offense, could give rise to civil liability, or may violate any applicable law; (b) violates, misappropriates, or infringes any third-party Intellectual Property Rights, rights of privacy and publicity, or other proprietary or legal rights; (c) endorse or promote of content which is adult content, pornographic, sexual, obscene, excessively profane, racist, ethnically offensive, threatening, infringing, excessively violent, libelous, gambling and gambling-related (including games of skill that offer prizes of cash or other value), or discriminatory activity, promotes illegal drugs or arms trafficking, counterfeiting money, offensive, misleading or deceptive material; (d) promotes, advocates or facilitates terrorism, terrorist-related activities or violence; (e) contains any Nazi symbols or references; (f) causes, supports or leads to installation or un-installation of a Mobile App that is generated without an accurate and conspicuous disclosure and without informed consent or any other similar practices; (g) hacking to a Mobile App or using a Mobile App in order to hack into public or private infrastructure or equipment; (h) is any type of malware or spyware, contain any viruses, Trojan horses, worms, time bombs or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (i) materially interferes or disrupts web navigation or browsing; (j) has adversely affect public or private infrastructure or equipment use; (k) interferes with the operability of third-party programs, apps or software on the end users’ device, including removes, disables, deactivates or uninstalls the applications and products previously installed on the end user's device; (l) when displayed may be considered a criminal offense or could give rise to civil liability, or violates any applicable law; or (m) redirecting traffic or replacing web pages or any other pages available in a Mobile App to web pages or other pages which promote content or products which may adversely affect the use of the Mobile App and/or violates any of the prohibitions contained herein.
“Start.io” or “Start.io Group” means Start.io Inc. and any entity which, directly or indirectly, being controlled Start.io Inc.
“Start.io SDK” or “SDK” means Start.io’s owned and developed software developer kit which is designated for installation or embed in mobile apps, and it is used, inter alia, for collection of end users data and placement of Advertisements.
“Start.io Solution” means (i) Start.io SDK; and (ii) platform which engages requests for Advertisements’ display (such as from the Publisher) and Advertisements provided to Start.io inter alia by advertisers and Advertisements networks.
Last update: January 7, 2021